(a)The name of this not-for-profit organization shall be the FRIENDS OF PWANI UNIVERSITY, INC., acronym, “FoPU.”

(b)FoPU’s logo shall be unique, consisting of the word “FoPU” engraved inside the map of the world, donned in shades of a combination of official colors of the founding partners (PU and FSU). The logo shall be printed on the official FoPU letter head.

(d)The address of the organization will be outsourced to a registered legal entity as set out by the Board of Directors.

ARTICLE II –Mission Statement

The Friends of Pwani University is a not-for-profit support organization of the Pwani University (PU), Kenya, which directly supports and coordinates international research and educational collaborations. FoPU is comprised of individuals and organizations from the university and community who value the vital role of the university in learning, teaching and research. FoPU supports PU by heightening awareness of its resources, services and needs; by sponsoring programs that stimulate intellectual and cultural interchange; by providing financial support to enhance its programs and services; by supporting the fundraising efforts; and by fostering communication, through publicity as appropriate and through a website, helping to call attention to programs, events and activities. Thus FoPU effectively serves as a principle conduit through which research and educational products of PU (and its affiliates) are made available to market place.

ARTICLE III – Membership

Any interested person or organization may become a member upon payment of membership dues (to be determined by members in a general meeting). Membership shall run from January 1 to December 31.

1. The Board of Directors/Trustees shall set the dues schedule for membership categories.

2. Voting at regular and special meetings shall be by members present, or, in case of votes by mail, of all eligible members. In the case of an organizational membership, an authorized representative may cast one vote.

a) Ordinary Membership: Open to all Kenyan nationals or Kenyan - American or married to a Kenyan national or otherwise qualifies for Kenyan Citizenship under the constitution of the republic of Kenya, who resides in the United States of America and commit to abide by the organization’s Articles of Incorporation and subscribe to the organization’s mission statement.

b) Associate Membership: Open to all persons who are Kenyan Citizens under the constitution of the republic of Kenya not living in the U.S.A, non - residents and friends of Kenya who are interested in the promotion of the objectives and purposes of the organization as outlined in the organizations articles of incorporation and promise to abide as individuals, corporations, proprietorships, associations, partnerships, community organization and clubs. Such members shall not be eligible to contest for elective office and will not directly vote for an executive official, however, they shall vote in their local chapter officials.

c) Honorary Membership: Conferred by the Executive Board with the concurrence of the general membership upon an individual who has distinguished himself/herself by some outstanding deed, or contribution to the organization. Such a person will be entitled to enjoy all of the benefits of an active member, and shall be exempt from paying annual dues (however, any honorary member is absolutely free at any time under no obligation to contribute financially or otherwise toward the general good of FoPU). The BoE is in this category.

ARTICLE IV – Objectives

1. To promote, encourage and facilitate international research, educational and technological collaboration developments between institutions in US/abroad (FSU and others) and PU (including its affiliates).

2. To maintain an up to date record of and liaise with the already established as well as future collaborations with the aim of facilitating and supporting such developmental oriented activities for the greater mutual good of the collaborating partner institutions, of which PU is an integral player.

3. To serve as an interface between PU (and affiliates) and the collaborating organizations (US/abroad and Kenya) for the sole purpose of facilitating optimization and achievement of objectives and overall success of the established mutual collaboration activities.

4. As far as possible, and as appropriate, in liaison with the PU and partners in collaboration, FoPU will practically support any collaboration efforts, including securing resources or funds that would advance and promote achievement of the collaboration goals and objectives.

5. FoPU will also continually and actively participate in seeking new innovative ways and/or initiatives that would advance the achievement of its overall mission.

ARTICLE V – The Board of Directors/Trustees

1. The Board of Directors/Trustees (the Board) shall consist of eight directors elected (except for the founding Board) by the membership; the immediate past Chair and Co-Chair of FoPU. Each elected Director must be a member of FoPU at the time of election and shall serve a term of three years.

2. The Chair/CEO, who is the chief accounting FoPU officer, shall be elected from among the FoPU directors by the elected Board of the Directors. The term of office for the Chair/CEO and co-Chair/CEO is also three years.

3. The elected Chair/CEO in turn assigns/distributes the rest of the directors among the remaining three core FoPU executive responsibilities, namely: Programs & Finance; Meetings & Events; Networking.

4. All Directors shall serve until the expiration of their terms except in the cases of incapacity, resignation, or removal from office. Removing a Director from office for cause shall require an affirmative vote of two-thirds of all current members and the Board. The Board shall have the authority to elect a person of its choice to fill any vacancy occurring among elected Directors through resignation, incapacity, or removal from office; the elected Director shall serve until the expiration of the vacated term.

5. Any Director may seek re-election at the expiration of his or her term.

6. A nominating committee shall propose to the Board of Directors a list of candidates for expiring terms. The Board shall vote on the slate, and the new members shall be presented to the membership at the Annual Meeting.

ARTICLE VI – Officers

1. Following the organizational year, the Board shall elect officers before the Annual Meeting. The term of elected officers shall begin with the Annual Meeting and continue until the election of their successors.

2. The Executive Committee consists of the organization’s officers – the Chair/CEO, co-Chair/CEO, directors, co-directors; and the immediate past Chair/CEO and co-Chair/CEO of FoPU.

3. The officers shall have the usual powers and duties that the officers of a voluntary association exercise.

4. A vacancy in the office of Chair/CEO shall be filled for the remainder of the term by any of the directors by consensus of the Executive Committee. In such instances, the Executive Committee may appoint an interim.

ARTICLE VII – Duties of the officers

1. Duties of Chair/CEO and co-Chair/CEO

The duties of Chair/CEO and co-Chair/CEO are complimentary and identical. Since these offices will operate both in Kenya and USA, the incumbent Chair/CEO in either place will automatically become the co-Chair/CEO in the other, and vice versa. In other words at any given time, the one serving as Chair/CEO in USA is serving as co-Chair/CEO in Kenya and vice versa. The Chair/CEO will fulfill the defined roles listed below (in the event of the Chair/CEO’s absence, the co-Chair/CEO will do the same). This could be accomplished physically or through teleconferencing technology:

a) Chair all organization’s meetings.

b) Review the policy plans and initiatives of the organization.

c) Be the overall administrator of the organization.

d) Represent the organizations in national and international forums.

f) Call for emergency meetings to deliberate on urgent issues.

g) Be a signatory to FoPU bank accounts alongside the Director (Programs and Finance) and Director (Meetings and Events) but will not make any withdrawal of funds alone.

h) Sign all briefings going to the press.

2. Duties of Director and co-Director (Programs and Finance)

The duties of Director and co-Director (Programs and Finance) are complimentary and identical. Since these offices will operate both in Kenya and USA, the incumbent Director (Programs and Finance) at either place will automatically become the co-Director (Programs and Finance) at the other, and vice versa. In other words at any given time, the one serving as Director (Programs and Finance) in USA is serving as co-Director (Programs and Finance) in Kenya and vice versa. The Director (Programs and Finance) will fulfill the defined roles listed below, and in the event of absence, the co-Director (Programs and Finance) will do the same:

a) Coordinates all the current and future programs/projects of FoPU.

b) Custodian and in charge of budgetary duties for the organization.

c) Will be a signatory to the organization’s bank accounts.

d) Will make deposits to FoPU accounts.

e) Will be a signatory to FoPU bank accounts alongside the Chair/CEO and Director (Programs and Finance) but will not make any withdrawal of funds alone.

f) Will be the custodian of all accounts records.

g) Will make financial reports available during committee meetings including Annual General Meetings (AGM’s)

3. Duties of Director and co-Director (Meetings and Events)

The duties of Director and co-Director (Meetings and Events) are complimentary and identical. Since these offices will operate both in Kenya and USA, the incumbent Director (Meetings and Events) at either place will automatically become the co-Director (Meetings and Events) at the other, and vice versa. In other words at any given time, the one serving as Director (Meetings and Events) in USA is serving as co-Director (Meetings and Events) in Kenya and vice versa. The Director (Meetings and Events) will fulfill the defined roles listed below, and in the event of absence, the co-Director (Meetings and Events) will do the same:

a)Will be in charge of arranging of all meetings

b)Will take all minutes during meetings.

c) Will complete all administrative documentations of the organization.

d) Will work with other executive officials in formulating funding proposals.

e) Will prepare all press briefings.

f) Will be a signatory to FoPU bank accounts alongside the Chair/CEO and Director (Programs and Finance) but will not make any withdrawal of funds alone.

g) Will ensure that there is quorum in all meetings.

h) Will carry out the duty of spokesperson for the organization.

i) Will be the editor in chief of the organization’s publication.

j) Will take minutes of the organization during the (AGM)

4. Duties of Director and co-Director (Networking)

The duties of Director and co-Director (Networking) are complimentary and identical. Since these offices will operate both in Kenya and USA, the incumbent Director (Networking) at either place will automatically become the co-Director (Networking) at the other, and vice versa. In other words at any given time, the one serving as Director (Networking) in USA is serving as co-Director (Networking) in Kenya and vice versa. The Director (Networking) will fulfill the defined roles listed below, and in the event of absence, the co-Director (Networking) will do the same:

a)Will be in charge of all networking activities of FoPU

b)Forge partnerships with other international organizations, institutions and individuals

c)Will maintain FoPU’s website and other related activities

ARTICLE VIII – Meetings

1. There shall be an Annual General Meeting for the election of officers and for the transaction of other business (This could be accomplished physically or through teleconferencing technology).

2. The Board of Directors must hold at least one meeting during any twelve-month period.

3. FoPU may schedule additional meetings for educational, cultural or other significant purposes.

4. A meeting shall commence when scheduled, on attainment of a quorum of one third of the registered members.

ARTICLE IX – Committees

The Chair/CEO shall appoint the Chairs of any committees as may seem appropriate. The Chairs may appoint members of their committees from among the FoPU membership. The Chair/CEO shall appoint the Nominating Committee. The Chair of each committee shall prepare a written report of the committee’s activities before the date of the Annual Meeting.

ARTICLE X – The Advisory Council (Board of Elders, BoE)

Through appropriate consultations, the FoPU Board of Directors shall collectively nominate an Advisory Council or BoE consisting of 5 members, carefully drawn from among international eminent scientists/scholars/professionals of long exceptional standing and repute. The role of the BoE is to oversee the well - being and running of FoPU in all relevant aspects. The BoE will play a crucial role on an advisory capacity to the Board of Directors, including any other support necessary to ensure the overall success and achievement of FoPU’s mission and objectives. The term of every member of the BoE shall be 4 years and be eligible for voluntary renewal.

ARTICLE XI – Finances and Bank Accounts

1. FoPU encourages members to donate cash to ensure the smooth running of the organization. FoPU also encourages fundraising ideas from any member.

2. The organization will operate savings and current accounts.

3. The Director (Programs and Finance) shall keep custody of up to date records of all FoPU financial affairs, in addition to overseeing all FoPU programs. The Chair/CEO, Director (Programs and Finance) and Director (Events and Meetings) will be the signatories to FoPU bank accounts and any other financial accessories. All checks will be signed by at least any two of these executive members.

4. All accounts payable by the organization will be made by check.

5. All audited account statements will be presented by the Director (Programs and Finance) during the Annual General Meeting.

ARTICLE XII – Amendments

The membership may amend FoPU by-Laws at an Annual Meeting by a two-thirds vote of the present and voting members. The Director responsible for meetings and events shall mail notice of such a proposed amendment(s) to all members at least ten days before the annual meeting.